SCHEDULE: Blue Gold Ltd. Insiders Consolidate Over 23% Stake Post-Business Combination

Andrew Cavaghan and affiliated entities have significantly increased their beneficial ownership in Blue Gold Ltd. to over 23% following a recent business combination and share distribution.

Summary

• Andrew Cavaghan and affiliated entities (Elizabeth Cavaghan, BCMP Services Ltd., Pegasus Capital Limited, Pegasus Capital Holdings Limited, and Blue Gold Holdings Ltd.) have jointly filed an Amendment No. 1 to Schedule 13D, disclosing their beneficial ownership in Blue Gold Ltd.
• As of July 14, 2025, the Reporting Persons collectively beneficially own 7,084,229 Ordinary Shares, representing approximately 23.19% of Blue Gold Ltd.'s outstanding Common Shares.
• The shares were primarily acquired in connection with a business combination completed on June 25, 2025, where Perception Capital Corp. IV merged into Blue Gold Ltd., making the Issuer a publicly-reporting company.
• The transaction involved the exchange of shares held in a trust for former shareholders of Future Global Resources (FGR) and shareholders of Blue Gold Holdings Ltd. (BGHL) into Ordinary Shares of Blue Gold Ltd.
• FGR was the former leaseholder of the Bogoso Prestea gold mine in Ghana's Ashanti gold belt, which is now leased to BGHL.
• On July 16, 2025, additional Ordinary Shares were acquired by Mr. Cavaghan, Ms. Cavaghan, Pegasus Capital, and Pegasus Capital Holdings through a distribution from Blue Holdings International Ltd.
• BCMP Services Limited acquired Preference shares in Perception Capital, which converted into options to purchase Ordinary Shares of Blue Gold Ltd. at an exercise price of $0.06 per share.
• Blue Gold Holdings Ltd. acquired 110,000 Preference shares in Perception Capital from BCMP Services for $126,385, which converted into 2,200,000 Ordinary Shares of Blue Gold Ltd.

Sentiment

Score: 7

Explanation: The filing indicates a successful business combination leading to the company becoming publicly traded and a significant consolidation of insider ownership, which generally signals confidence. While it's a factual disclosure without explicit positive or negative operational news, the completion of a major corporate event and strong insider alignment are positive indicators for stability and future direction.

Positives

• Significant insider ownership by Andrew Cavaghan and affiliates (23.19%) may signal strong confidence in the company's future prospects and strategic direction.
• The successful completion of the business combination has transitioned Blue Gold Ltd. into a publicly-reporting company, which typically enhances transparency and access to public capital markets.
• The company's strategic focus on the Ashanti Gold Belt in Ghana, a region with a proven history of gold production, provides a clear and potentially lucrative operational direction for its mining assets.

Future Outlook

The filing states that the Reporting Persons acquired the Ordinary Shares for investment purposes. It does not provide specific forward-looking guidance on company performance or strategic initiatives beyond the intent of Blue Gold Holdings Ltd. to acquire, develop, finance, license, and operate gold mines, with an initial focus on the Ashanti Gold Belt in Ghana.

Management Comments

• "The Reporting Persons purchased the Ordinary Shares for investment purposes."
• "The Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the Ordinary Shares reported herein."
• "Mr. Cavaghan disclaims beneficial ownership over such shares [1,738 shares held by Ms. Elizabeth Cavaghan]."
• "Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities."

Industry Context

This filing indicates a significant consolidation of ownership by key insiders in Blue Gold Ltd., a company focused on gold mining in Ghana's Ashanti Gold Belt. The completion of the business combination and becoming a publicly-reporting company suggests a move towards greater market visibility and potential for future capital raising to fund its mining operations. This aligns with trends in the mining sector where companies seek public listings to finance exploration and development, especially in resource-rich regions like West Africa.

Comparison to Industry Standards

• The beneficial ownership of 23.19% by Andrew Cavaghan and affiliated entities is a substantial insider stake, which is generally viewed positively as it aligns management and shareholder interests. For comparison, significant insider ownership (typically above 10-15%) is often seen in smaller, growth-oriented mining companies where founders or early investors retain substantial control and commitment.
• The focus on the Ashanti Gold Belt in Ghana positions Blue Gold Ltd. in a region known for major gold producers like AngloGold Ashanti (Obuasi, Iduapriem mines) and Gold Fields (Tarkwa mine). These established players demonstrate the geological prospectivity and operational viability of the region.
• The acquisition of the Bogoso Prestea gold mine lease, previously held by Future Global Resources, indicates a strategic move to acquire assets in a proven gold-producing area. The Bogoso Prestea mine has a history of production under previous operators, suggesting existing infrastructure and known mineralization, which can be a significant advantage compared to greenfield exploration projects.

Management Changes

Corporate Governance

Legal Proceedings

• No Reporting Persons have been convicted in criminal proceedings or party to civil proceedings related to federal or state securities laws in the last five years.

Related Party Transactions

• Andrew Cavaghan is a 50% shareholder and director of BCMP Services Limited, the sole owner of Pegasus Capital Limited, a 50% shareholder of Pegasus Capital Holdings Limited, and the sole director of Blue Gold Holdings Ltd. These entities are involved in the beneficial ownership and the business combination.
• Ms. Elizabeth Cavaghan is Andrew Cavaghan's spouse and a 50% shareholder in Pegasus Capital Holdings Limited.
• BCMP Services sold 110,000 Preference shares to Blue Gold Holdings Ltd. for $126,385.
• Blue Perception Capital LLP, a private limited partnership, and the registered owner of the majority of shares in BGHL as trustee for a trust, facilitated the exchange of shares for Ordinary Shares of the Issuer.
• Blue International Holdings group, co-founded by Mr. Cavaghan, was involved in the acquisition of shares by Pegasus Capital Holdings through a loan conversion.
• Blue Holdings International Ltd. distributed additional Ordinary Shares to certain exiting shareholders, including Mr. Cavaghan, Ms. Cavaghan, Pegasus Capital, and Pegasus Capital Holdings.

Stakeholder Impact

• Shareholders: The significant insider ownership by Andrew Cavaghan and affiliated entities (23.19%) indicates strong alignment of interests between management and shareholders. The company becoming publicly-reporting provides greater transparency and liquidity for existing and potential shareholders.
• Employees: The filing does not directly mention employee impact, but the completion of the business combination and the company's strategic focus on gold mining in Ghana could imply stability and future growth opportunities.
• Customers/Suppliers: Not directly impacted by this ownership disclosure.
• Creditors: The conversion of a loan into shares by Pegasus Capital Holdings suggests a restructuring of some liabilities into equity, which could be positive for the company's balance sheet.

Next Steps

• Blue Gold Ltd. will continue to operate as a publicly-reporting company.
• Blue Gold Holdings Ltd. intends to acquire, develop, finance, license, and operate gold mines, with initial focus on the Ashanti Gold Belt in Ghana.
• Options held by BCMP Services to purchase Ordinary Shares of Blue Gold Ltd. may be exercised by unaffiliated purchasers.

Key Dates

Recommendation

Keywords

Blue Gold Ltd., Schedule 13D, Andrew Cavaghan, Beneficial Ownership, Business Combination, Perception Capital Corp. IV, Future Global Resources, Bogoso Prestea gold mine, Ashanti Gold Belt, Ghana, SEC Filing, Insider Ownership, Mining, Gold